This application is filed on behalf of The dotPRO Consortium
(“DPC”) for the right to operate and administer the registry for the .pro
Top-Level Domain (“TLD”).Conditional
upon award, the entities comprising the dotPRO Consortium (the “Partners”) include:

·The .TV Corporation International (“dotTV”)

·Lycos, Inc.

·XO Communications, Inc.

·SK Telecom Co, Ltd.

·7DC, Inc.

·OnlineNIC, Inc.

Collectively, the Partners encompass a broad geographical
reach and possess an impressive range of Internet- and technology-related
expertise.The DPC Partners are global
leaders in the fields of domain name registration (in both registry and
registrar functions), wireless networking, portals/search engines, web
navigation, broadband, web-hosting, and online services.Respectively, the Partners’ operations are
headquartered in the United States (dotTV, Lycos, XO), Korea (SK Telecom, 7DC),
and China (OnlineNIC), with international offices located in Hong Kong and the
UK (dotTV), Brazil, Germany, Italy, France, Japan, Korea, Mexico, the UK, Spain
and The Netherlands (Lycos).Highlights
of the Partners’ business activities include:

·Largest wireless telecommunications company in Korea with over 11.5
million wireless subscribers representing approximately 43% of the local
wireless market.

·Employs a local workforce of 7,300

7DC,
Inc.

Seoul,
Korea

·Recently ICANN-accredited Korean registrar

OnlineNIC,
Inc.

Xiamen,
China

·Largest and oldest ICANN-accredited registrar in China, established
in 1996

DPC
proposes a two-tier TLD system that targets professional and commercial
enterprises, consisting of “pro” as the top-level domain, and a set of
second-level domains, each of which pertains to a specific professional
community.

The
string proposed is “.pro”, an abbreviation for the word “professional”, itself
a root name that has broad multi-lingual appeal and will be understood by a
large number of Internet users in the world’s professional and commercial
communities

Initially,
DPC proposes the following second-level domains be established, with as many
foreign language equivalents as ICANN determines are appropriate or necessary:

Suffix

Industry

Users

.med

Medicine
and Healthcare

doctors,
hospitals, HMOs, medical supply companies

.law

Legal
and Judicial System

lawyers,
judges, courts and courthouses, law firms, clerks

.agr

Agriculture

farmers,
food processors, distributors

.ins

Insurance

brokers, agents, insurance firms, actuaries

.fin

Finance

funds,
investment banks, brokerages, lenders, banks, accountants

.aer

Aerospace

engineers,
manufacturers, airports, airlines

.rx

Pharmaceutical

pharmacies,
pharmaceutical companies, laboratories, drugstores

.trv

Travel
& Leisure

hotels,
restaurants, travel agents, resorts, airlines, car rentals

.art

Arts,
Entertainment, Recreation

cinemas,
theaters, symphonies, museums, actors, venues, operas

.pub

Publication

publishers,
authors, printers, writers, editors, photographers

.auto

Automotive

manufacturers,
subcontractors, dealerships, parts, mechanics

.npo

Nonprofit

charities,
missions, trade associations, unions

.acct

Accounting

CPAs,
auditors, tax preparers, accountants, bookkeepers

.trans

Transportation

trucking,
delivery services, railroads, shipping, carting

.util

Utilities

power
companies, phone companies, energy, oil, cable, gas

According to the U.S.
Census Bureau, the above industries employ more than 100 million people in the
United States alone, suggesting a significant worldwide applicability of the
proposed .pro TLD.

DPC
will be constituted as a joint venture corporation which shall be jointly owned
and controlled by the Partners.All
management, marketing, business development, finance/administrative and legal
functions will be performed directly by DPC’s own personnel.All registry functions will be outsourced to
dotTV under contract enabling DPC to take advantage of dotTV’s existing
state-of-the-art registry infrastructure.

DTVC asserts that the proposed system brings with it many
advantages and will generally enhance the utility of the DNS.In addition to addressing specific needs of
the Internet business community that are not currently met under the existing
.com regime, the scheme proposed satisfies all or most ICANN’s stated criteria
and, specifically, promotes stability, efficiency, and equity on the
Internet.Furthermore the proposed
scheme will serve as a test-bed for other potential TLDs based on a similar
multi-level structure.

The two-level domain name
system being proposed is a self-regulating method of stabilizing and organizing
the Internet into distinct categories.Inherent in the two-level .pro domain system is a roadmap leading to
greater precision that will help Internet users find their destinations more
easily, making both site marketing and browsing more efficient and less taxing
on the system as a whole.

Furthermore, the proposed
system will serve to “flatten” the large discrepancies between desirability of
various domain names that has exacerbated cybersquatting problems and led to
the saturation of the .com universe.There will be greater supply, lower demand, and less money spent on
domain names that will never be used.In short, it promotes stability in a way that a single gTLD rollout does
not.

DPC will be able to draw
on the substantial financial, technical and management resources of its parent
companies to ensure its stability and success.Additionally, the strong international experience and presence of the
Partners, either directly or through their respective strategic alliances, will
enable DPC to establish a worldwide distribution network to promote global
recognition and adoption of a new TLD.

As an operating TLD
registry, dotTV already has in place a proven, state-of-the-art global
technical infrastructure and high-speed name resolution capability that is
overseen by technical personnel with the highest level of expertise and
relevant experience.In addition to
maintaining the .tv registry and the requisite physical and technical
infrastructure, dotTV’s management has displayed the ability to creatively and
innovatively introduce and promote the acceptance of a novel TLD to the
public.DPC will be able to draw on
this management and marketing expertise.

DPC
is able to propose an aggressively competitive business model that assumes a
wholesale price to registrars of $3.50 per domain name, and includes an initial
capital investment of $10,000,000 that will
include equity investments from each of the Partners.This
initial infusion will allow for a modest return on investment within a
reasonable timeframe.

PART
I.GENERAL INFORMATION

D2. The full legal name,
principal address, telephone and fax numbers, and e-mail address of the
registry operator.

The composition of DPC will be finalized prior to the award
of the management and operation rights of the new top level domain for which
this application is made.Entities
which have expressed interest in participating in DPC, conditional upon award,
include:

The Lycos
Network is one of the most visited hubs on the Internet reaching one out of
every two Web users.Its network of
sites includes Lycos.com, Tripod, Angelfire, WhoWhere, Lycos Communications,
HotBot, HotWired, Wired News, Webmonkey, Quote.com, Sonique, Gamesville, and
Matchmaker.com.The Lycos Network
provides leading Web search and navigation, communications and personalization
tools, homepage building and Web community services and a cutting-edge shopping
center.

Lycos'
search engine and directory began with a patented, intelligent spidering
technology that was originally created at Carnegie Mellon University.Today, Lycos combines its proprietary
technology with other search technologies and services to provide a powerful
and relevant search experience.

Through its
acquisitions of Tripod, Inc., and WhoWhere, Inc., in 1998, the Lycos Network
has become the largest and fastest growing online community with more than 5
million registered Tripod and Angelfire members.

XO is the largest holder of fixed
wireless spectrum in North America, with licenses covering 95 percent of the
population in the top 30 markets in the United States.XO's wireless capabilities will complement
and extend the reach of its local fiber optic networks in the markets in which
XO has spectrum.Additionally, XO has
acquired exclusive rights to use certain fibers and a conduit throughout a
16,000-mile high-speed, IP-centric fiber optic backbone network that will connect
over 50 cities in the United States and Canada when completed.

On June 16, NEXTLINK Communications Inc., and Concentric Network Corporation
merged, in a transaction valued at approximately $3.4 billion.Most recently, NEXTLINK also announced it
has agreed in principle to purchase multiple European fiber optic networks, an
inter-city Pan European fiber optic network and transatlantic fiber optic
capacity for $306 million. The expansion of the network resulting from the
transaction will approximately double XO's global market opportunity and will
give the company end-to-end network capabilities in the United States, Canada,
and throughout much of Europe. Through this unrivaled collection of facilities,
XO will provide integrated, end-to-end telecommunications solutions to its
customers globally.

SK Telecom Co, Ltd.

99 Seorin-dong

Jongro-gu,

Seoul 110-110

KOREA

Telephone (011-82-2) 2121 2621

Fax (011-82-2) 2121 3935

SK Telecom Co., Ltd. is one of the largest
telecommunications companies in Korea with in excess of 11.5 million wireless
subscribers representing approximately 43% of the local wireless market and
employing a workforce of 7,300.

7DC, Inc.

38-40 Sarnlip Building

3rd Floor

Yuksamdong Kangnam-gu

Seoul 135-711

KOREA

Telephone (011-82-2) 588 1282

Fax (011-82-2) 587 1282

7DC, Inc. is a recently ICANN-accredited Korean
registrar with its headquarters located in Seoul, Korea.

OnlineNIC, Inc. is the largest and oldest
ICANN-accredited registrar in China.The company was established in 1996 and currently employs a staff of 140
with its headquarters located in Xiamen, China.

In the event one or more of the above entities elect not
to participate in the consortium, dotTV either alone, or with the remaining
members of the consortium, is willing to move forward with this application
and to assume all of DPC’s responsibilities and obligations.

D3. The addresses and
telephone and fax numbers of all other business locations of the registry
operator.

dotTV:

dotTV (UK) Ltd.

77 Oxford Street, 5th floor, London,

W1R 1RB, United Kingdom

Direct 44-20-7659-2087

Fax 44-20-7659-2668

dotTV (Asia) Ltd.

#16B 49 Hollywood Road, Central,

Hong Kong

Direct 852-2537-1989

Fax 852-2895-6146

DPC:Not
applicable.

D4. The registry
operator's type of business entity (e.g., corporation, partnership, etc.) and
law (e.g., Denmark) under which it is organized.

DPC:is an
unincorporated joint venture which proposes to incorporate under the laws of
Delaware upon confirmation of ICANN’s approval of this application.

DPC currently has no directors, officer, managers or
personnel.Upon award, DPC will
aggressively begin the hiring process for DPC management and employees.If necessary, dotTV will provide
supplemental management and personnel required to enable launch of the
registry.

D10. Name, telephone and fax number, and e-mail
address of person to contact for additional information regarding this
proposal. If there are multiple people, please list all their names, telephone
and fax numbers, and e-mail addresses and describe the areas as to which each
should be contacted.

Overview

This application is made
by The .TV Corporation International (“dotTV”) on behalf of The dotPRO
Consortium (“DPC”), for the right to manage and administer the registry of the
new generic top level domain proposed herein (the “ new gTLD”) and to oversee and
administer the worldwide introduction of .pro.The composition of the consortium will be finalized prior to the award
of the right to operate of the new top level domain for which this application
is made.Entities which have expressed
interest in participating in DPC, conditional upon award, include:

In the event one or more of the above entities elect not to
participate in the consortium, dotTV either alone, or with the remaining
members of the consortium, is willing to move forward with this application and
to assume all of DPC’s responsibilities and obligations.

DPC will administer and be responsible for all registry
functions.All management, marketing,
business development, finance/administrative and legal functions will be
performed directly by DPC through its own staff.All technical functions will be outsourced to dotTV under
contract enabling DPC to take advantage of dotTV’s existing state-of-the-art
registry infrastructure, subject to oversight and direction from DPC’s
principal technical executive.Further
details regarding the proposed management/staffing structure of DPC and the
allocation of functions between DPC and dotTV are discussed in detail elsewhere
in this proposal.

With regard to the administration and distribution of domain
names in .pro, DPC proposes to:

Utilize
the distribution channels of ICANN-accredited and non-ICANN accredited
registrars;

Oversee
and maintain all requisite business, technical, support and administrative
functions in connection with .pro;

Continuously
monitor, evaluate, and revise the policies applicable to the successful
operation of .pro registry with which it is entrusted.

Market,
advertise and promote .pro to registrars and consumers worldwide;

dotTV
is a Delaware corporation which was incorporated on September 24, 1998.

The
ownership structure of dotTV is as follows:

Entity

% of Total

Idealab! Holdings, LLC

48.49%

The Government of Tuvalu

14.92%

Information.ca InfoTouch Corporation

8.14%

Management (includes uncommitted options)

25.41%

Other

3.04%

As of September 25, 2000,
dotTV had a staff of 64, most of whom are based at dotTV’s head office at 130
West Union Street, Pasadena, California 91103.dotTV operates regional offices in London and Hong Kong.

DPC:

DPC is an unincorporated joint venture which proposes to
incorporate under the laws of Delaware upon confirmation of ICANN’s approval of
this application.Entities which have
expressed interest in participating in DPC, conditional upon award, include the
following, whose corporate information is set forth in the attached Exhibit A-1, Exhibit A-2, Exhibit A-3, and Exhibit A-5:

Lycos, Inc.

XO Communications, Inc.

SK Telecom Co., Ltd.

7DC, Inc.

OnlineNIC, Inc.

In the event one or more of the above entities elect not to
participate in DPC, dotTV either alone, or with the remaining members of DPC,
will move forward with this application and to assume all of DPC’s
responsibilities and obligations.

D13.1.2. Current business
operations.Core capabilities, services
offered, products offered, duration of provision of services and products.

dotTV:

Pursuant to an exclusive
agreement with the Government of Tuvalu, dotTV is a registrar and the exclusive
worldwide registry for second-level domain names in the .tv top-level
domain.The Company received its
initial funding in November, 1999 from the idealab! Corporation in Pasadena,
California, and began registering .tv domain names in April, 2000.In exchange for the exclusive in-perpetuity
license of the .tv top-level domain, the nation of Tuvalu has received a
significant minority interest in dotTV, a seat on dotTV’s board and substantial
cash payments.

As an operating registry, dotTV already has in place a
proven, state-of-the-art global technical infrastructure and high-speed name
resolution capability which would be required by any prospective registry
operator.In addition to maintaining the
.tv registry and the requisite physical and technical infrastructure, a
significant proportion of dotTV’s management and staff is dedicated to the
marketing, distribution and commercialization of .tv domain names and the
development of ancillary business opportunities.In this respect dotTV has displayed the ability to creatively and
innovatively introduce and promote the acceptance of a novel TLD to the general
public.

dotTV’s primary source of
income is derived from the registration of .tv domain names.Since domain-name registrations represent
obligations to pay annual registration fees, and because of the high renewal
rates normally experienced with domain names, dotTV has a highly-predictable
recurring revenue stream to support and invest in its business ventures.Initial license fees are paid up-front and
in cash.Reflecting the international
appeal of the .tv domain extension, over 45% of dotTV’s registrations have been
from international customers.

From a marketing perspective, dotTV has
innovatively and aggressively positioned .tv as the domain for the new
generation of richer and more engaging online experiences.The dotTV marketing team consists of group
that has diverse experience in both online and offline marketing from the
following companies: The Clorox Company, Nestlé USA, eHow.com, Stamps.com and
various advertising and public relations agencies.

Examples from dotTV’s advertising and marketing campaigns
are attached as Exhibit B.

Since the launch of dotTV in April, 2000, thousands of
companies from around the globe have launched websites in the .tv top level
domain including:

The
Academy of Television Arts & Sciences- nonprofit trade group that
conducts the annual Emmy Awards (http://www.emmys.tv/)

PAX
TV- largest owner of broadcast stations in the country and the operator of
the seventh largest television network in the United States
(http://www.pax.tv/)

NBC4
(KNBC)-NBC’s owned and operated
station in Los Angeles (http://www.nbc4.tv/)

Sega
of America- the arm of Tokyo, Japan-based Sega Enterprises, Ltd.
responsible for the development, marketing and distribution of Sega
videogame systems and videogames in the Americas (website under
development)

Billabong-
a leading provider of surf, skate and snow products
(http://www.billabong.tv/)

Metro-Goldwyn-Mayer
Studios- provider of entertainment content throughout the world (websites
under development)

Baseball.TV-
first interactive broadcast site devoted entirely to the sport of
baseball, with webcasts, real time stats and more
(http://www.baseball.tv/)

Zee
TV- number one satellite channel of South Asia, Zee TV is watched by
nearly 180 million viewers in Asia alone (website under development)

As of September 25, 2000
dotTV had registered over 100,000 names within the .tv top-level domain.dotTV has generated significant interest within the international
Internet community, having received over 45% of registrations from outside of
the United States.In addition to
registering domain names to international customers on its own website, dotTV
has signed agreements with 4 U.S. registrars and 7 registrars located outside
the United States.Approximately 10 other
registrar agreements are in the final stages of negotiation and expected to be
executed and implemented imminently.

.tv
Registrations by Country as of September 25, 2000:

Country

% of Total

United States

53.40%

United Kingdom

10.30%

South Korea

8.70%

Canada

4.50%

Netherlands

3.00%

Germany

2.50%

Spain

2.00%

Australia/New Zealand

2.00%

France

1.50%

Japan

1.20%

Italy

1.10%

China/Taiwan/Hong Kong

1.00%

Other

8.80%

dotTV will capitalize on its position as an Internet
point-of-entry by offering a suite of value-added products and services through
third parties, including email, web hosting, web design and video streaming
services.

dotTV will use it’s strong
and growing business experience and partner relationships to support and
promote the business activities of DPC.

DPC:

DPC will administer and be responsible for all registry
functions of .pro registry.Generally,
all management, marketing, business development, finance/administrative and
legal functions will be performed directly by DPC through its own staff.All technical functions will be outsourced
to dotTV under contract enabling DPC to take advantage of dotTV’s existing
state-of-the-art registry infrastructure, subject to oversight and direction
from DPC’s principal technical executive.

DPC will have access to dotTV’s established business
partners and, to the extent possible, dotTV will facilitate the establishment
of advantageous business arrangements between DPC and dotTV’s business partners
on terms identical or comparable to those enjoyed by dotTV.In addition, DPC will be able to draw on the
management and personnel of dotTV to assist with the establishment and
operation of the new registry.The
proposed staffing structure of DPC is discussed in D13.1.7 below.

dotTV
is a Delaware corporation which was incorporated on September 24, 1998.dotTV commenced business operations in
April, 2000 and its corporate structure and business operations have not
changed since that time.See D13.1.2. for
a description of dotTV’s current business operations.

DPC:

DPC is an unincorporated joint venture which proposes to
incorporate upon confirmation of ICANN’s approval of this application.

DPC has not conducted any business in its own right.DPC will outsource to dotTV all technical
functions with regard to the operation of the registry and, during its start up
phase, draw upon dotTV’s experienced management and staff to assist in the
establishment of DPC’s stand-alone operations.See 13.1.2 outlining dotTV’s current business operations and core
competencies including registry/database/Internet related experience.dotTV’s technical experience with regard to
registry operation is further discussed in the Technical Capabilities Plan.

D13.1.5. Mission.The registry operator’s mission and how it
relates to expansion into the registry operation field.

DPC’s mission is to facilitate and promote the introduction,
distribution and adoption of the proposed new gTLD within the worldwide
Internet community.Integral to this
goal is establishing a wholesale price point that provides adequate incentive
to ICANN-accredited and non-ICANN accredited registrars to offer registration
on a consistent and equitable basis for all interested parties.

D13.1.6.Management qualifications and experience of
financial and business officers and other relevant employees.Please address/include past experience,
resumes, references, biographies.

dotTV:

dotTV has put in place a talented and experienced management
team well equipped to oversee the introduction of a new gTLD and the operation
of its registry.These resources would
be made fully available to DPC.Set
forth below are biographies for dotTV’s senior executive team, board of
directors and advisory board:

Lou Kerner

Chief
Executive Officer

Mr. Kerner has significant
experience in analyzing and understanding the management and financial
performances of the world’s leading media companies.Prior to joining dotTV in January of 2000, he was a Vice
President in the equity research department at Goldman Sachs, analyzing
domestic and international cable, satellite and related companies.Prior to Goldman Sachs, he worked as a
securities analyst at Merrill Lynch, covering cable, media and broadcasting
companies.From 1992 - 1994, he served
as President of de Forest Research, a leading provider of legal and factual
research to the entertainment industry.Mr. Kerner earned a M.B.A. from Stanford University and a B.A. in
Economics from the University of California, Los Angeles.

Craig Frances

Chief
Operating Officer

Craig Frances has substantial experience building
Industry-leading Internet companies. Prior to joining dotTV in May 2000,
Frances served as Managing Director for idealab! His accomplishments there
included leading the investment in Commission Junction, Inc., an affiliate
service provider, which represented one of idealab!'s first investments in
Internet infrastructure and is the largest initial idealab! investment to
date.Frances serves as a board member
for Commission Junction, Inc. and as an advisory board member for HealthAllies,
Inc. and Respro, Inc. Prior to joining idealab!, Frances was co-founder and
Vice President health partnerships of yourPharmacy.com from August of 1998 to
October of 1999. In July of 1997, he co-founded Expert Consensus Guidelines,
LLC, a company that surveys expert physicians across the country about
"best practices" to create diagnostic and therapeutic algorithms, where
he worked through September of 1999.From July of 1996 to June of 1997, Frances was the chief medical
resident at University of California, San Francisco where he designed and
implemented hospital administration programs. From July of 1995 to June of
1996, he created a series of books, the Saint-Frances Guides, with Williams
& Wilkins. Craig Frances received a B.A. from Cornell University and a M.D.
from Cornell Medical School.

John Momtazee

Chief Financial Officer

Senior Vice President, Business Development

Mr. Momtazee has developed substantial analytical and
financial expertise in technology and telecommunications.Prior to joining dotTV in January of 2000,
Mr. Momtazee was in Technology Investment Banking at Donaldson, Lufkin &
Jenrette Securities Corporation (DLJ) in Los Angeles where he advised on buy-
and sell-side M&A transactions and managed equity and debt financings.Prior to DLJ, he held associate positions at
Davis Polk & Wardwell in New York and Baker & McKenzie in Chicago.Mr. Momtazee earned an M.B.A with honors
from the University of Chicago Graduate School of Business and a J.D. with
honors from the University of Chicago Law School.He also earned an M.S. in Engineering Economic Systems and an
A.B. in Quantitative Economics from Stanford University.He is a member of the State Bar of
California.

Anthony Bishop

Vice
President and General Counsel

Mr. Bishop has more than 18 years of corporate legal
experience.Prior to joining dotTV, he
was Associate General Counsel of Amazon.com, responsible for managing legal
activities related to business development, strategic investment, corporate
finance, mergers and acquisitions, and, SEC compliance.Prior to Amazon.com, he was Senior Vice
President, General Counsel, and Secretary for Airport Group International, a
leader in the worldwide airport privatization business.Mr. Bishop was also a partner with the law
firm of Sheppard, Mullin, Richter & Hampton in Los Angeles, where he
specialized in corporate and securities law.Mr. Bishop earned a J.D. from the University of Southern California Law
School and a B.A. in International Relations with honors from the University of
Southern California.

John Bowen

Vice
President, Strategy

Mr. Bowen is an expert in developing and implementing
business strategies.Prior to joining
dotTV, Mr. Bowen spent five years as a consultant with McKinsey & Company
in Los Angeles, working closely with client companies on a host of top
management issues.His areas of
expertise include strategy development; mergers, acquisitions and alliances;
technology; and product development.Previously, he helped formulate a growth strategy and prepared
investment recommendations for Meredith, Martin & Kaye, Inc. (now Meredith
& Company) in New York.Prior to
that, Mr. Bowen was a member of the technical staff at the Jet Propulsion
Laboratory (NASA), where he helped manage a research program for the U.S. Space
Shuttle program.He earned an M.B.A.
from Harvard Business School, both M.S. and Engineer’s degrees in Aeronautics
from the California Institute of Technology (Caltech), and a B.S. in
Engineering Physics at the University of California at Berkeley.

Philip Reese, Ph.D.

Vice
President, Technology

Mr. Reese has most recently served as Executive Director of
the Infrastructure Core at the University of Southern California’s Information
Services Division.In this role, he
oversaw a wide range of activities, ranging from the campus’s Internet and
Internet 2 connections, campus network, central email, web, and other
information servers, desktop computer systems, University Library monograph and
serial cataloging and acquisition, telecommunications contracts and direction,
and the student information system.He
has been in technology management roles for the past ten years.He earned his Ph.D. in technology/science
education from UC Berkeley.

Bill Russell

Vice
President, Finance

Mr. Russell brings more than twenty years of financial
management experience with top broadcasting and production companies to dotTV's
executive team.Prior to joining dotTV
in June 2000, Russell served as Chief Financial Officer with Worldwide Sports
& Entertainment where he oversaw financial functions for the company’s
animation production, satellite broadcasting, Internet customer service, and
sports and recreations divisions. He previously served as Vice President of
Finance of Hanna-Barbera Productions, Inc., and as CFO of Skouras Pictures,
Inc., an independent film production company.

James Ross

Vice
President, Business Affairs

Mr. Ross has over 16 years of international legal and
media/entertainment experience and is admitted to practice law in California,
the UK and Australia.Prior to joining
dotTV he served as Senior Counsel at Twentieth Century Fox, where he negotiated
and implemented many joint ventures and strategic alliances worldwide; handled
the international licensing of countless motion pictures; and advised on
trademark, copyright and transactional matters.Prior to joining Fox, he worked in London as in-house counsel for
United International Pictures and Vestron International.

Board of
Directors

Bill Gross

Chief
Executive Officer and Chairman of the Board of Directors, Idealab!

Bill Gross founded idealab! in March of 1996 and has served
as Chairman of the Board, Chief Executive Officer and a director since that
time.Mr. Gross served as idealab!’s
President from March of 1996 to March of 2000.Since March of 1998, he has served as a managing director of idealab!
Capital Management I, LLC.Prior to
idealab!, he started a number of companies.In high school, Mr. Gross started Solar Devices, a firm, which sold,
plans and kits for solar energy products.In college at the California Institute of Technology, he patented a new
loudspeaker design and formed GNP Loudspeakers Inc.After graduating from California Institute of Technology, Mr.
Gross and his brother Larry Gross started GNP Development Inc., which made a
natural language product for Lotus 1-2-3 called HAL.In 1995, Lotus Development Corporation acquired GNP.From February of 1986 to March of 1991, he
was a software entrepreneur at Lotus Development.In 1991, Mr. Gross started Knowledge Adventure, an educational
software publisher that was eventually sold to Havas Vivendi.He also serves on the boards of directors of
approximately 20 of idealab!’s public and private network companies, including
GoTo.com, NetZero and Ticketmaster Online-CitySearch.He is also a member of the board of trustees of the California
Institute of Technology.Mr. Gross
received his B.S. in Mechanical Engineering from the California Institute of
Technology.

Marcia Goodstein

Marcia Goodstein founded idealab! with Bill Gross in March
1996 and has been the Chief Operating Officer since May 1998, a director since
May of 1999, and President since March of 2000. Prior to joining idealab!, Ms.
Goodstein worked in business development and marketing from July 1994 to June
1995 for Enfish Corporation, a software development company.From February 1991 to July 1994, she worked
for Gemstar Development Corporation, where she was responsible for media
licensing for North America and licensing, marketing, and distribution in South
America.Prior to that, she worked from
July 1986 to February 1991 at a California Institute of Technology research
facility. She is a graduate of Pomona College.

Bob Kavner

Vice
Chairman; President, idealab! Silicon Valley; Director

Bob Kavner has served as President, idealab! Silicon Valley
since March 2000 and as one of Vice Chairmen and directors of idealab! since
January 1999.From September of 1996 to
December of 1998, he served as President and Chief Executive Officer of On
Command Corporation, a public company with $240 million in annual sales. From
September of 1995 to August of 1996, Mr. Kavner provided consulting services in
new media markets.From June of 1994 to
September of 1995, he also served as an advisor to Creative Artists Agency.From May of 1984 to May of 1994, Mr. Kavner
served as an executive Vice President of AT&T, where he acted as Chief
Executive Officer of Multimedia Products and Services.He currently serves on the board of
directors of the following public companies: Fleet Financial Group, EarthLink
Networks, Ticketmaster Online-City Search, Inc., GoTo.Com and Jupiter
Communications.Mr. Kavner received his
B.B.A. in Business Management from Adelphi University and attended the Advanced
Management Program at Dartmouth University.

Jason Chapnik

Founder,
dotTV

Mr. Chapnik co-founded
TouchTech Corporation (Ontario) in 1995 to revolutionize the electronic
delivery of real estate information to consumers using the Internet. In late
1997, TouchTech was acquired by Homestore.com Inc. (Nasdaq: HOMS) operator of
the leading real estate sites on the Internet including Realtor.com,
Homebuilder.com, Springstreet.com, Remodel.com and Homefair.com. Through late
1999, Mr. Chapnik served as the President of Homestore.com's Canadian
operations. In late 1998, Mr. Chapnik founded The .TV Corporation to market the
.TV top-level domain on the Internet.Mr. Chapnik received his Bachelor of Commerce degree from McGill
University in Management Information Systems and Real Estate Analysis.

Koloa Talake

Mr. Talake is Special Advisor to the Prime Minister of
Tuvalu.

Lou Kerner

Chief Executive Officer, dotTV

Advisory
Board

Frank Biondi

General
Partner, WaterView Partners

Mr. Biondi has over two decades of creative and business
experience in the entertainment industry.Most recently, he was Chairman and Chief Executive Officer of Universal
Studios, and also served on the Board of Directors of The Seagram Company, Ltd.
and USA Networks Inc.Prior to that,
Mr. Biondi served as President and Chief Executive Officer and a member of the
board at Viacom Inc., Chairman and Chief Executive Officer of Coca-Cola
Television, and Chairman, CEO of Home Box Office, Inc., a subsidiary of Time
Warner.Mr. Biondi is also a board
member for a variety of other prestigious companies including The Bank of New
York, Vail Resorts, Inc., Leake and Watts Services, Inc., About.com, the Museum
of Television and Radio, and the International Tennis Hall of Fame.

Jim Chabin

President,
Academy of Television Arts & Sciences

As President of the Academy, Mr. Chabin oversees the
day-to-day activities of the organization, which serves about 10,000 members of
the television creative community.Mr.
Chabin served as President and Chief Executive Officer of the International
Association of Promotion, Marketing, and Design Professionals in the electronic
media industry (PROMAX and BDA) prior to joining the Academy in April of
1999.Prior to joining PROMAX in 1992,
Mr. Chabin served as Vice President of National Promotion and Corporate
Development at E! Entertainment Television where he developed consumer and
affiliate promotions, advertiser value added strategies, the E! Radio news
service and E!’s studio promotion relationships.Before joining E!, he headed Chabin Communications, owners of
KKIS-AM/FM in Walnut Creek/Concord, California.He was also the Western Marketing Manager for the CBS Television
Stations in Los Angeles after having held positions with KCBS-TV, Los Angeles;
CBS Television National Sales in Atlanta, and CBS Radio.Prior to that, he managed KVMT-FM in Vail,
Colorado.Mr. Chabin’s 30-year career
began as a disc jockey during high school at his hometown radio station, KWBW,
in Hutchison, Kansas.

Allen DeBevoise

President
and Chief Executive Officer, Creative Planet

Mr. DeBevoise is one of the founders of Creative
Planet.Mr. DeBevoise brings more than
20 years of experience in the multimedia and interactive business to Creative
Planet.Mr. DeBevoise was President and
Chief Executive Officer of TCI Interactive, TCI’s Internet investment vehicle.While at TCI, he executed investments in
Sportsline, iVillage, and Interzine.Prior to joining TCI, Mr. DeBevoise was President and Chief Executive
Officer of AND Interactive Communications, an award-winning interactive design
and production company, which he sold to TCI in 1994.Mr. DeBevoise’s experience also includes a tenure at Robert Abel
& Associates, a visual effects firm, where he was Technical Director and
then Creative Director.Mr. DeBevoise
graduated from the University of Pennsylvania with a B.A. in Mathematics and an
M.S.E. in Computer Science.

Peter Lund

Chief Executive Officer, Dreamlife and Former President,
CBS Inc.

Peter Lund is Chief Executive Officer of Dreamlife and has
served as a Director of Dreamlife since November 1999. With more than 35 years
in the broadcasting business, Mr. Lund has served as President and CEO of CBS
Inc. and the CBS Television and Cable Group. Prior to that, he was President of
the CBS Broadcast Group, President of the CBS Television Network and

President of CBS Sports. Mr. Lund is currently a Director of
Lycos, Inc., Hughes Electronics Corp., and Crown Media Holdings, Inc. and a
member of the Board of Governors at the University of St. Thomas.

Lee Masters

President and Chief Executive Officer, Liberty Digital,
Inc.

Based in Los Angeles, Liberty Digital is Liberty Media’s
primary vehicle for investing in new media and music sectors with an emphasis
on developing interactive content for the advanced digital set-top box.Liberty Digital is a diversified new media
company with investments in Internet content and interactive television
businesses, as well as music services delivered to commercial and residential
customers via cable, satellite, the Internet and other platforms.Prior to Liberty Digital, Mr. Masters was
President and Chief Executive Officer of E! Entertainment Television from
January 1990 to December 1998.Under
his leadership, E! grew in value from $35 million to over $1 billion, launching
E! Online and its related Web sites and a new 24-hour network called
‘Style’.Mr. Masters was formerly
executive Vice President and General Manager of MTV, where he developed the
strategy for the network’s highly successful transition to long-form
programming.He also oversaw the
network’s worldwide international expansion.Prior to his career in television, Mr. Masters enjoyed a successful
20-year career in radio.He began as a
disc jockey and moved through the ranks as a programmer, station manager, and
then owner of a group of radio stations.Originally from Doylestown, Pennsylvania, Mr. Masters attended
Philadelphia’s Temple University where he studied mathematics and
philosophy.

Dan Shader

Entrepreneur
in Residence, Benchmark Capital

Daniel Shader currently serves as an entrepreneur in
residence at Benchmark Capital.Immediately prior to this position Mr. Shader served as the vice
president and general manager of the Amazon Commerce Network, the expanding
network of first-tier e-commerce providers that extend the services that
Amazon.com offers its customers. He joined Amazon.com after the acquisition of
Accept.com, the first consumer-to-consumer payment services company that he
co-founded and led as CEO. Shader formed Accept.com while an
entrepreneur-in-residence at Benchmark Capital and Kleiner Perkins Caufield and
Byers. Previously, he was vice president of partner and developer relations at
Netscape Communications Corporation, where he oversaw a five-fold increase in
the number of Netscape developers and the shipment of more than 120 commercial
products. Shader also built Netscape's international marketing team and
restructured its channel programs, significantly increasing the profitability
of Netscape's indirect business. Before Netscape, Shader served as vice
president of OEM sales and business development at Collabra Software. Earlier,
he worked for GO Corporation, a U.S. pioneer in pen computing. Mr. Shader holds
a BS in Industrial Engineering and Operations Research from University of
California at Berkeley, and an MBA from Stanford University.

DPC:

DPC currently does not conduct business and has no existing
management.Upon award dotTV will
aggressively begin the hiring process for DPC management and employees.If necessary, dotTV shall provide supplemental
management and personnel to enable launch of the registry.

Details regarding the proposed management structure of DPC
are discussed in D13.1.7.

DPC:

DPC does not currently conduct business in its own right and
has no employees.Upon award dotTV will
aggressively begin the hiring process for DPC management and employees.Generally, all management, marketing,
business development, finance/administrative and legal functions will be
performed directly by DPC through its own staff.All technical functions will be outsourced to dotTV under
contract enabling DPC to take advantage of dotTV’s existing state-of-the-art
registry infrastructure, subject to oversight and direction from DPC’s
principal technical executive.

The proposed management and staffing structure of DPC is as
follows:

PROPOSED MANAGEMENT OF DPC:

The management of DPC is anticipated to be as follows:

Board of Directors:

DPC’s management will act under the oversight of a Board of
Directors comprised of representatives from each of the consortium partner
companies.

Chief Executive Officer:

The day-to-day management of DPC will be overseen by a Chief
Executive Officer who will report to DPC’s Board of Directors.

The following functional heads will report to the CEO.

Chief Technical Officer:

The Chief Technical Officer will have oversight of all
in-house technical and production matters including the establishment and
maintenance of equipment, systems and DPC’s websites.The CTO will additionally have oversight
of all outsourced technical functions including technical functions performed
by dotTV under contract.

Vice President, Business
Development:

The Vice President of Business
Development will have responsibility for identifying and developing business
opportunities with regard to .pro including the establishment of a distribution
network of registrars and business partners.

Vice President, Marketing:

The Director of Marketing will
devise and implement marketing and advertising strategies and campaigns
enhancing visibility and public awareness of .pro and promoting its acceptance
and adoption.The Vice President of
Marketing may also implement co-marketing strategies with its various registrar
partners.

General Counsel:

The General Counsel will oversee
all legal matters with regard to the establishment of DPC and the introduction
of .pro including the implementation and proper application of DPC’s
registration policies and addressing of intellectual property issues.

Controller/Director of Finance and Administration:

The Director of Finance and Administration will oversee all
financial, accounting and budgeting functions with regard to DPC’s operations
and the introduction of .pro.

STAFFING OF DPC:

All management, marketing, business development
finance/administrative, and legal functions will be performed directly by DPC
through its own staff, while most technical functions will be outsourced to
dotTV under contract.As DPC will be
relying on dotTV’s existing and proven technical infrastructure and
capabilities to handle much of the registry function, DPC’s anticipated
staffing requirements will be quite modest.Based on the 90% confidence projections discussed later in this
proposal, DPC estimates that it will require a staff of 6 at inception
increasing to 15 over two years.Details regarding the composition of the staff are provided in the
attached Exhibit D.

Based on dotTV’s own experience (discussed below), it is
anticipated that DPC will be able to readily adapt its staffing structure and
expand rapidly to meet the needs of its operation having regard to the volume
registrations in .pro.In the event
that additional personnel are required by DPC, it is anticipated that such
individuals could be promptly located, engaged and trained.As discussed below, dotTV maintains an
in-house human resources department which also works in close association with
idealab!’s human resources group.DPC
will be able to draw upon dotTV’s recruitment resources for assistance in
meeting its personnel needs.

Personnel will be selected, hired, trained, compensated and
promoted with regard to their experience, education, skills and work
performance.DPC will encourage
employees to pursue additional studies, training and development to enhance
their skills and abilities.

DPC will obtain office space adequate to meet the
requirements of its anticipated staff levels and accommodate foreseeable
expansion needs.As discussed below,
dotTV proposes to relocate in November, 2000 to new office space which would
have sufficient capacity to house DPC’s personnel.

dotTV:

As of September 25, 2000, dotTV employed 64 people in senior
management, marketing, business development, finance, technology, legal, sales,
customer service and administration positions and anticipates the full-time
employee headcount to increase to 90 by the end of 2000 and to 133 by the end
of 2001.This rapid headcount expansion
began from a base of approximately 5 employees in April, 2000, evidencing
dotTV’s ability to aggressively recruit and hire talented individuals.

Individuals are selected, hired, trained, compensated and
promoted with regard to their experience, education, skills and work
performance.dotTV encourages employees
to pursue additional studies, training and development to enhance their skills
and abilities.

It is anticipated that in November, 2000 dotTV will be
occupying a new facility with approximately 20,000 - 25,000 square feet that
will accommodate up to 150 employees.

dotTV anticipates that its current staff expansion plans
will be adequate to accommodate the projected increase in registration volume
and customer contacts arising in connection with the functions it will assume
under the outsourcing arrangement with DPC.dotTV maintains an in-house human resources department which also works
in close association with idealab!’s human resources group.In the event additional personnel are
required by dotTV and/or DPC, the recruitment resources of dotTV and idealab!
can be called upon to promptly locate, engage and train the required additional
personnel.

dotTV will put in place
such additional insurance coverage as shall be appropriate in the event that it
is required to provide additional registry services in connection with the
operation of .pro.

DPC:

Upon ICANN’s
confirmation of its approval of this application, DPC will put in place
appropriate general liability insurance at appropriate levels.

D13.2.Business Plan for the proposed registry
operations.This section should present
a comprehensive business plan for the proposed registry operations.In addition to providing basic information
concerning the viability of the proposed operations, this section offers the
registry operator an opportunity to demonstrate that it has carefully analyzed
the financial and operational aspects of the proposal.At a minimum, factors that should be
addressedare:

D13.2.1.Services to be provided.A full description of the registry services
to be provided.

DPC will register domain names in .pro indirectly through
distribution arrangements with registrars worldwide.All ICANN accredited registrars will be welcome to perform
registrar functions in connection with .pro.To promote the introduction of .pro, DPC will utilize various marketing
tools including online and offline marketing.

Customer and technical support services will also be
provided as described in D15.2.14 below.

D13.2.2.Revenue Model.A full description of the revenue model, including rates to be
charged for various services.

DPC will establish an operational infrastructure modeled on
dotTV’s organization, (incorporating the functions outlined in D13.1.7.) which
will administer and be responsible for all registry functions.Generally, all management, marketing,
business development, finance/administrative and legal functions will be
performed directly by DPC through its own staff.All technical functions will be outsourced to dotTV under
contract.dotTV’s experience in
administering a TLD registry will assure DPC of seamless back-end
operations.

Revenue:

It is anticipated that virtually all DPC’s income will be
revenue received from its registrar relationships in the form of standard fixed
fees.DPC does not intend to control
the end prices which registrars charge to their customers.However, DPC is attempting to reduce the
rate charged to registrants by offering a competitive rate to its
registrars.A relatively small amount
of additional income may be generated from ancillary sources including website
advertising, however, this has not been factored into our calculations.

This pricing model should ensure a high level of competition
inthe domain name registration market
not seen with .com, .net, and .org domain names until very recently.

Pricing:

DPC proposes to price new gTLD names at a fixed $3.50 per
registration.At this pricing level,
DPC believes it can make a reasonable rate of return and at the same time
provide a low cost alternative for registrars.

There is a tremendous domestic and international market
opportunity for domain name registrations.The demand for domain names is expected to explode to more than 140
million names by 2003.With 20 million
registrations as of July 2000, market penetration is only 14% and is being
driven by the most fundamental factors: growth in the number of companies engaging
in business-to-consumer and business-to-business e-commerce and the growing
acceptance of the Web as a communications medium.

Although domain name registrations have been occurring for
over six years, a substantial portion of the growth in these registrations has
occurred more recently.Approximately
75% of all domain names were registered in the 18 months ended September 30,
1999 and over 50% were registered in the 12 months ended September 30, 1999.
During the nine months ended September 30, 1999, a total of approximately 3.6
million new .com, .net and .org domain names were registered worldwide, an
increase of 89% over the 2 million new domain names registered in all of
1998.DPC believes that the market for
domain name registrations will continue to grow driven by individuals' and
businesses' desire for an online identity and brand, the need to promote
products, services and events, and the emergence of the Internet as a
communications platform.As of May
2000, an estimated 75,000 to 90,000 domain names were being registered each
day.

Year

Domains (MM)

1998

5

1999

13

2000

27

2001

49

2002

85

2003

140

The professional and business
communities are expected to account for over 90 million domain registrations
over this time period (source: Bear Sterns):

Category

Domains
(2003; MM)

Personal Names

50

Products & Services

40

U.S. Business

10

Events

10

International Business

30

Total

140

The popular .com top-level domain is saturated, leaving few
widely recognizable, high-quality domain names.An active secondary market has developed for quality domain names
ending in .com, and other TLDs such as .tv, .ws, .cc, and other country
codes.There is a tangible need for a
new gTLD that addresses the needs of the global business community.The “Statement of Policies” section of this
application addresses DPC’s proposed solution.

DPC’s dedicated Marketing Department will work with their
dotTV counterparts to formulate and implement an advertising and marketing
strategy for the introduction of .pro.It can be expected that the introduction of .pro in itself will generate
enormous public awareness.Consequently, the marketing strategy to be applied in respect to .pro is
expected to be significantly scaled down from that needed to brand a TLD such
as the .tv ccTLD.Notwithstanding the
differences in focus and scale between the .tv and proposed new gTLD campaigns,
DPC will be greatly advantaged by being able to draw on dotTV’s expertise and
experiences.

dotTV has already gained significant
knowledge on how to best market new TLDs.The .tv TLD was successfully launched in April 2000 and continues to
grow at an impressive rate.Positioned
as the domain for the new generation of richer and more engaging online
experiences, .tv has received traction from all over the world.

The dotTV marketing team consists of a group
that has diverse experience in both online and offline marketing from the
following companies: The Clorox Company, Nestlé USA, eHow.com, Stamps.com and
various advertising and public relations agencies.The company is confident that it can best position and
subsequently market .pro to maximize the market opportunity.

In connection with the introduction of .pro,
DPC will have the opportunity to leverage the experience gained by dotTV from
its launching the .tv TLD and to utilize various proven marketing tools
including online advertising and public relations.In view of the significant press attention which is expected to
be directed at the introduction of .pro, DPC will endeavor to maximize the
exposure and promotion of .pro through extensive public relations
initiatives.In this regard, it is
anticipated that DPC would engage the services of the global public relations
agency, Edelman Communications, which currently provides PR services for dotTV.

The extensive PR campaign will be
supplemented by online and other direct marketing efforts that will be
two-pronged:

1.To
end-users – principally including advertising on registration sites around the
world which dotTV has already tested and proved to be highly effective in
promoting the adoption of domain names.

2.To
distribution partners - this will be a direct effort by DPC’s marketing team to
ensure that registrars around the world are well aware that they can, on an
automated basis, download the DPC API and begin registering .pro from day one.By the time that .pro is formally approved
and introduced, dotTV expects to have in place formal distribution arrangements
with registrar partners that register over 80% of all Internet domain names
worldwide.dotTV will leverage these
arrangement for the benefit of DPC, thereby providing DPC and .pro with a broad
distribution network from inception.

Beyond the initial phase of introduction, DPC
will market .pro principally through additional online advertising and
co-marketing programs with its distribution partners.Focus will be placed on vehicles that best support the continued
growth of .pro.

Anticipated marketing expenses in connection with the above
plan vary based on the estimated demand levels.DPC proposes to expend approximately 70% of estimated new
registration revenue in year one on marketing to promote the TLD.Based on that assumption, marketing costs
for the first year would range between $1.6 million (applying the 90%
confidence figures) and $2 million (applying the 10% confidence figures).In subsequent years marketing would be
scaled back to an amount equal to 10% of new revenue commitments based on the
assumption that DPC’s registrar partners would each implement marketing campaigns
attracting registrants to their respective websites.

D13.2.5 Estimated demand for
registry services in the new TLD.Projected total demand for registry services in the TLD, effect of
projected registration fees, competition.Please provide estimates for at least 10%, 50% and 90% confidence.

Having regard to the
statistics discussed under D13.2.3 and dotTV’s experiences, DPC expects that
the number of registrations in the first year will range from 385,000 (applying
the 90% confidence figures) to 1.2 million (applying the 10% confidence
figures).By the end of the fifth year,
the cumulative number of registrations is expected to range between 5 million
(applying the 90% confidence figures) and 17 million (applying the 10%
confidence figures).

10%, 50% and 90%
confidence projections detailing the above are incorporated in the revenue
tables attached as Exhibit D.

The 10% projections assume
approximately 17 million new gTLD registrations over a five year period and
further assume an annual non-renewal rate of 25%.Projected registrations during the first month are estimated to
be approximately 65,000, with ensuing growth at a monthly rate of approximately
4.9% during year one and decreasing to 2.5% in year five.

The 50% projections assume
approximately 10 million new gTLD registrations over a five year period and
further assume an annual non-renewal rate of 25%.Projected registrations during the first month are estimated to
be approximately 40,000, with ensuing growth at a monthly rate of4.8% during year one and decreasing to 2.4%
in year five.

The 90% projections
assume approximately 5 million new gTLD registrations over a five year period
and further assume an annual non-renewal rate of 25%.Projected registrations during the first month are estimated to
be approximately 25,000, with ensuing growth at a monthly rate of 4.1% during
year one and decreasing to 2.1% in year five.

DPC will put in place all resources necessary to meet
demands with regard to the operation of .pro registry.DPC will administer and be responsible for
all registry functions.Generally, all
management, marketing, business development, finance/administrative, and legal
functions will be performed directly by DPC through its own staff.All technical functions will be outsourced
to dotTV under contract enabling DPC to take advantage of dotTV’s existing
state-of-the-art registry infrastructure, subject to oversight and direction
from DPC’s Chief Technical Officer.

During the initial phases of operation, DPC will draw on the
management, personnel and other resources of dotTV to assist with the
establishment and operation of the new registry.

dotTV is
the exclusive registry and the leading registrar for the second level domain
names within the .tv top level domain.As a registry, dotTV maintains the master directory of all the second
level domain names which include registrations, modifications, transfers,
re-registrations or deletions for new and existing second level domain
names.The experience dotTV possesses
as an exclusive registry for the .tv ccTLD will be leveraged to meet the
demands of administering the operations of a new gTLD.The excess capacity within dotTV’s current
business plan will absorb much of the additional resources necessary to provide
outsourced registry services to DPC with regard to .pro.

Financial
Resources

The
estimated operational costs of DPC are set forth in D13.2.11 below.

dotTV and
its consortium partners will ensure that DPC receives adequate financial
resources to meet the demands associated with the establishment and operation
of the .pro registry, with each of the consortium members contributing a share
of the required resources in proportion to its equity ownership.In the event that one or more of dotTV’s
consortium partners elect not to participate in the consortium, dotTV either
alone, or with the remaining members of the consortium, will assume all funding
and financial responsibilities in connection with DPC’s operations.

dotTV
raised $2 million from the sale of Series A Preferred Stock and an additional
$7.9 million from the issuance of convertible debt.As of August 31, 2000, dotTV had approximately $5.4 million in
cash in its bank account remaining from these initial financings.

Staffing

The
staffing requirements of DPC and means by which staff will be located, engaged
and trained are discussed above under D13.1.7.

Facilities

All technical registry functions will be outsourced to dotTV
under contract enabling DPC to take advantage of dotTV’s existing
state-of-the-art registry infrastructure, subject to oversight and direction
from DPC’s Chief Technical Officer.

dotTV is located within Idealab’s facilities in Pasadena,
California and maintains international offices in London and Hong Kong.The corporate headquarters has been located
in Pasadena since its inception.dotTV
is currently looking for new office space for its corporate headquarters.The new corporate headquarters would be
sufficient to house the incremental number of people necessary to provide
outsourced registry services to DPC for .pro and, additionally, to house DPC’s
business operations.

dotTV
currently has five geographically located DNS centers located around the
world.There are two vault enclosed
data centers for the main web servers and DNS servers located at Exodus
Communication collocation facilities in Santa Clara, California andSterling, Virginia.There are three other locations for DNS
servers, two in Exodus Communication cage spaces inTokyo, Japan and London, UK and the third is in ISI/USC
collocation space in Los Angeles, California. In addition, there are two
locations under lease which would house two additional DNS servers and will
likely be located in New York City and Australia.Each of these locations has capacity that could be used to store
additional equipment if necessary.DPC
proposes to utilize all the above established state-of-the-art facilities
thereby keeping establishment costs to a minimum.

dotTV and its consortium partners will ensure that DPC is
adequately funded to enable it to lease any facilities or acquire any equipment
required in connection with the new registry.

Customer
Service

DPC will establish a technical support system
modeled on dotTV’s existing system described below.It is important to note, however, that as DPC will conduct
business solely through registrars and not directly with customers, DPC’s
support system will be adapted and principally geared to address questions and
problems arising at the registrar level.It is anticipated that customer support for end consumers will be
provided by the registrars.

dotTV’s existing customer support
organization is available 24x7.dotTV
supplements its own in-house customer service staff through the use of an
outsourced service, PeopleSupport.In
addition to their services, dotTV utilizes support representatives that can
interact with customers in a number of different languages, in particular
Korean, German, Spanish, Chinese, and French.A full featured Customer Relationship Manager system with phone system
integration is in the final stages of being implemented.This full service system is expected to be
in wide use by the end of 2000.When in
place, the system will track all customer contacts, whether they be by email,
phone or referral.Integration with the
phone switch will allow ‘screen pops’ of customer data based on the caller id
information that arrives with each call.

D13.2.7. Plans for
acquiring necessary systems and facilities. Describe plans for acquiring all
necessary systems and facilities for providing the proposed services at each
estimated demand level. Provide details as to the scope, cost, and vendor for
any significant planned outsourcing.

DPC will put in place all systems and facilities necessary
to meet the demands of the .pro registry; however, it is proposed that all
technical functions in connection with the operation of the .pro registry will
be outsourced to dotTV, subject to oversight and direction from DPC’s Chief
Technical Officer.Under this
arrangement, dotTV would provide most of the required systems and technical
facilities within its existing infrastructure described below.

dotTV
currently operates a state-of-the-art registry for the .tv ccTLD which is based
on the SRS (shared registration system) model.The database used for the registry is IBM’s DB2 Enterprise-Extended
Edition.The application working on top
of the database provides important registry functions such as adding, deleting,
and modifications of data which are an integral part of a registry’s
business.dotTV has dedicated
considerable resources to developing and implementing systems that are state of
the art in today’s registry business, yet scalable, at an incremental cost, to
meet the needs resulting from future growth of dotTV’s existing business and
the integration of registry functions in connection with the operation of new
gTLD registry.These systems will be
made available to DPC and leveraged and scaled accordingly.

dotTV and
its consortium partners will ensure that DPC is adequately funded to enable it
to implement or acquire any additional systems or technical facilities required
in connection with DPC’s operation of the new registry.

Estimated
costs in connection with the proposed outsourcing arrangement are set forth in
the attached Exhibit E.

DPC’s
staffing requirements and expansion plans and capabilities are discussed above
under D13.1.7.

D13.2.9. Availability of
additional management personnel. How will management needs be filled?

The availability
and recruitment of management personnel for DPC is discussed above under
D13.1.7.

D13.2.10. Term of registry
agreement. State assumptions regarding the term of any registry agreement with
ICANN or the sponsoring organization. Note that the .com/.net/.org registry
agreement has a basic term of four years.

DPC requests a term of at least five years for the initial
registry agreement with ICANN subject to automatic extensions thereafter for
additional five year periods in perpetuity subject to DPC’s adherence to the
terms of its agreement with ICANN.

D13.2.11. Expected costs
associated with the operation of the proposed registry. Please break down the
total estimated operational costs by the sources of the costs for each
estimated demand level. Be sure to consider the TLD's share of ICANN's cost
recovery needs.

Expected
costs associated with the operation of the .pro registry are set forth in the
attached Exhibit F.

All technical functions with regard to the operation of the
new registry will be outsourced to dotTV.The primary technical costs associated with the operation of the
registry are employee compensation, additional storage space for the new
registry database and rent for additional space where the DNS servers are
located.As dotTV already has an
established infrastructure, these incremental costs would be significantly less
then that of a new registry.

Each of
the demand levels for general and administrative expenses applies variable
rates to determine projected costs based on new registration commitments
obtained each year.This allocation
method allows costs to increase based on growth in the number of new domain
registrations as opposed to other factors such as revenue.Each of the three demand levels applies the
same percentage assumptions, thus the 10% confidence level will incur more cost
than the 90% confidence level.The
following are the assumptions used to estimate general and administrative
expenses:

Compensation
is calculated at 15% of new commitment revenue for years one and two and
10% for years three through five.Further explanation of employee growth is provided in D13.1.7
above.

Professional
fees are calculated at 12% for all five years in the projections.Included in professional fees are external
legal, accounting and other consulting fees which were allocated at the
rates of 5%, 3% and 4% respectively.

Recruiting
is calculated at 4% percent of new commitments for year one and 2% for
years two through five.The
requirement for employees will be high in year one as DPC aggregates a
strong team to manage the operation of the .pro registry.Recruiting fees will decrease in years
two through five as DPC’s headcount increases incrementally with new registrations.

Travel,
meals and entertainment are computed using a 4% rate for all five
years.These costs will remain
flat over time but will be utilized by different departments each
year.For example, marketing will
represent a major portion of these costs during year one due to promotion
of .pro.Business Development and
Technical departments will increase in subsequent years as the number of
registrations increase.

Insurance
is calculated using a 2% rate for each of the next five years based on
dotTV’s projected insurance rates.

Office
expense is calculated using a 6% rate for all five years.These are fixed costs which will
increase slightly with the growth of the registry.Office expense includes rent, telecommunications
costs and other expenses which are allocated at 2%, 3% and 1% or new
registration revenue respectively.

In addition, the projections contemplate a cost recovery fee
payable to ICANN.This fee represents a
variable amount calculated based on the number of new .pro registrations.The fee is calculated at a rate of $1 per
new gTLD registration subject to a maximum annual payment of $1 million.

Applying the 90% certainty demand level model, fees payable
to ICANN are estimated to range from $385,000 in year one and would be subject
to the $1 million annual cap by year four for a total of $3,950,000 over the
five year period.

Applying the 50% certainty demand level model, fees payable
to ICANN are estimated to range from $643,000 in year one and would be subject
to the $1 million annual cap by year two for a total of $4,643,000 over the
five year period.

Applying the 10% certainty demand level model, fees payable
to ICANN would be subject to the $1 million annual cap during each year for a
total of $5,000,000 over the five year period.

The sum of these expenses support the general and
administrative expenses for each demand level.Depending on the level of funding reasonably required by ICANN, the fee
payable may be subject to adjustment up or down.

D13.2.12. Expected revenue
associated with the operation of the proposed registry. Please show how
expected revenue is computed at each estimated demand level.

It is anticipated that virtually all DPC’s income will be
revenue received from its registrar relationships in the form of standard fixed
fees.A relatively small amount of
additional income may be generated from ancillary sources including website
advertising; however, this has not been factored into our calculations.

The 10% certainty
projections assume approximately 17 million new gTLD registrations over a five
year period generating revenue at a rate of $3.50 per registration and further
assumes an annual non-renewal rate of 25% over years two through five.Annual revenue commitments were calculated
assuming 65,000 registrations in the first month with ensuing growth at a
monthly rate ranging from 4.9% in year one to 2.5% in year five.The 10% model projects approximately $104.7
million in revenue commitments over a five year period.

The 50% certainty projections assume approximately 10
million new gTLDs registrations over a five year period generating revenue at a
rate of $3.50 per registration and further assumes an annual non-renewal rate
of 25% over years two through five.Annual revenue commitments were calculated assuming 40,000 registrations
in the first month with ensuing growth at a monthly rate ranging from 4.8% in
year one to 2.4% in year five.The 50%
model projects approximately $61.9 million in revenue commitments over a five
year period.

The 90% certainty projections assume approximately 5 million
new gTLDs registrations over a five year period generating revenue at a rate of
$3.50 per registration and further assumes an annual non-renewal rate of 25%
over years two through five.Annual
revenue commitments were calculated assuming 25,000 registrations in the first
month with ensuing growth at a monthly rate ranging from 4.1% in year one to
2.1% in year five.The 50% certainty
model projects approximately $31.8 million in revenue commitments over a five
year period.

D13.2.13. Capital
requirements. Quantify capital requirements in amount and timing and describe
how the capital will be obtained. Specify in detail all sources of capital and
the cost of that capital (interest, etc.). Evidence of firm commitment of
projected capital needs will substantially increase the credibility of the

registry operator's
proposal.

DPC will receive all necessary capital from dotTV and its
consortium partners.The equity
ownership arrangements among the partners are not yet finalized.In the event that one or more of the
consortium participants elect not to participate, dotTV either alone or with
the remaining consortium members, will assume all of DPC’s liabilities and
obligations. Information regarding
dotTV’s ability to meet all of DPC’s capital requirements is set out D13.4.4
below.

As all of the technical functions with regard to the
operation of the new registry will be outsourced to dotTV existing registry
operations, the capital requirements of DPC are projected to be quite
modest.Based on the 90% demand model,
approximately $2 million of investment capital is necessary before DPC begins
to generate positive cash flow in the second quarter of year two.DPC will recoup the losses generated in the
first five quarters by the first quarter of year four.The large cash flow losses in the first year
are primarily attributable to DPC’s aggressive marketing campaign and the
modest $3.50 fee charged to registrars, which generates less revenue than
current market rates.

dotTV and its consortium partners anticipate that an initial
investment of approximately $4 million will be necessary to give DPC an
adequate cash position to support any unforeseen market conditions that may
arise.

D13.2.14. Business risks
and opportunities. Describe upside and downside contingencies you have
considered and discuss your plans for addressing them.

Registry failure provisions could take a number of different
forms.Registry failure may arise as an
artifact of business decisions or from a literal failure of some portion of the
registry infrastructure itself.

In the case of an infrastructure breakdown,
dotTV’s technical staff, under the oversight of DPC’s Chief Technical Officer,
would immediately diagnose the issues and resolve in as timely a way as
possible.With the level of redundancy
that exists in dotTV’s infrastructure there is a low probability of this happening.If the breakdown is caused by a natural
disaster of one type or another, dotTV’s disaster recovery site will still be
up and functional.dotTV has chosen
sites on the east and west coasts of the US to minimize the probability of both
sites being impacted by any single disaster.

In the event of a business problem failure,
all the registry data could be transferred to an ICANN approved agency to
assume the gTLD’s registry responsibilities.The key information is the database table structure.The data will be maintained in dotTV’s
commercial database; IBM’s DB2, so any DB2 DBA should be able to work with the
dotTV’s documented data format to export the data to any other data base the
new transferee registry may be using.

If DPC/dotTV’s registry staff is no longer
available to help with the transition, then an ICANN representative would need
to work with the escrow service to obtain the most recently archived database
and recreate the data in a new database.This process would be similar to the earlier discussed process but
without the help of staff familiar with the database structure.Clearly the former is a more desirable
situation in the case of a registry failure, but in either case, the proposed
recovery plans should ensure minimal disruption, if any, to the day to day
operation of the gTLD name resolution services.

D13.3. Pro-forma financial
projections. Please provide detailed pro-forma financial projections,
consistent with your business plan, for the demand scenarios that you estimate
under item D13.2.5. The pro-formas should show revenue and expense estimates
broken down by detailed categories and should be broken down into periods no
longer than quarterly.

DPC is not yet operational and has not prepared any annual
financial reports.

dotTV:

dotTV has been operational since April 2000.dotTV is currently in the process of being
audited by Pricewaterhouse Coopers for the year ended December 31, 1999 and the
nine months ended September 30, 2000.Internal interim financial statements through August, 2000 are attached
as Exhibit J.

D13.4.4. Proof of capital.
Provide evidence of existing capital or firm commitments of capital.
Demonstrated access to necessary capital will be carefully scrutinized.

DPC will receive all necessary capital funding and financial
support from dotTV and its consortium partners.As financing arrangements are yet to be finalized among the
consortium members, for the purposes of this application it can be assumed that
dotTV will furnish 100% of DPC’s capital.Information regarding dotTV’s ability to meet all of DPC’s capital
requirements is set out below.

dotTV has
raised $2 million from the sale of Series A Preferred Stock and an additional
$8 million from the issuance of convertible debt.As of August 31, 2000, dotTV had approximately $5.4 million in
cash in its bank account.

D13.4.5. Proof of
insurance. Please provide proof of the insurance described in item D13.1.8.

PART
III.TECHNICAL CAPABILITIES AND PLAN

D15.1. Detailed
description of the registry operator's technical capabilities. This should
provide a detailed description of the registry operator's technical
capabilities, including information about key technical personnel
(qualifications and experience), size of technical workforce, and access to
systems development tools. It should also describe the registry operator's
significant past achievements. This description offers the registry operator an
opportunity to demonstrate the extent of its technical expertise in activities
relevant to the operation of the proposed registry.

DPC will outsource to dotTV all technical functions with
regard to the .pro registry, drawing upon dotTV’s existing technical
capabilities.

The technical personnel within dotTV responsible for
oversight of the outsourced services will comprise a core group of experienced
and skilled staff.In addition to this
base of seasoned personnel, new staff would be engaged as required to meet
increased demands resulting from the operation of .pro.

dotTV’s current core personnel includes a highly experienced
staff of business,marketing and
technical experts.dotTV’s Vice
President of Technology has 15+ years experience in enterprise-wide academic
computing, covering all aspect of computer service for two world-class
institutions, the University of California, Berkeley and University of Southern
California.The three technology
directors have noteworthy experience in e-commerce activity as well as Internet
data center development and deployment.Two of dotTV’s technical directors developed and implemented the
infrastructure for the online retailer, eToys.

Other technical staff brings with them extensive database
management and design experience, programming skills in modern web languages of
PERL and JAVA, and top of class enterprise network design and management
skills.

Further
information regarding the qualifications and experience of dotTV’s technical
personnel is contained in Exhibit M.

D15.2.1. General
description of proposed facilities and systems. Address all locations of
systems. Provide diagrams of all of the systems operating at each location.
Address the specific types of systems being used, their capacity, and their
interoperability, general availability, and level of security. Describe in
detail buildings, hardware, software systems, environmental equipment, Internet
connectivity, etc.

Under its outsourcing arrangement with dotTV, DPC will
utilize dotTV’s existing deployed infrastructure for the .tv ccTLD as described
below.

dotTV’s facilities include two vault enclosed data centers
for the main web servers, DNS servers and database servers located in Exodus
Communication collocation facilities in Santa Clara, CA and Sterling, VA.Each operates independently yet can provide
fail over disaster recovery for each other.

In addition, there are three other locations for DNS
servers, two in Exodus Communication cage spaces in Tokyo and London, and the
third in ISI/USC collocation space in Los Angeles.

There are two additional locations under lease.One is with Global Center Communications and
the other with Abovenet.The locations
for these two additional DNS centers are still pending but it is anticipated
that they will be in Australia and New York City.

dotTV utilizes the
services of UltraDNS, which has a worldwide net of 13+ DNS centers and provides
a different DNS technology than the conventional BIND technology used at all of
the other locations.This new
technology layers DNS resolution on top of enterprise size Oracle databases and
uses some very efficient and innovative BGP routing procedures to allow the
advertising of only two DNS name server names and addresses while the BGP
routing insures that the requestor will be serviced by the closest UltraDNS
server, independent of where the requestor is geographically located.

See Exhibit N for a map identifying the locations detailed
and a description of the hardware deployed at the locations.In brief, there is a diversity of
collocation spaces, networking equipment, and operating systems to insure that
in the event of a denial of service attack focused on one OS or brand of
networking hardware, some set of DNS and data centers would not be directly
impacted by the DOS attack.

Exodus Communication was chosen as the main collocation
provider because they were able to offer us a fully enclosed vault space within
their data center space.Thus we
benefit from the extreme lengths that a world class collocation service goes to
insure availability of clean power and two levels of backup power (batteries
and generators), redundant HVAC systems, multiple network paths, and physical
security for center access and building integrity to best manage any disaster.

Foundy Networks and Extreme Networks are the networking
vendors, both are high quality vendors and young enough to still be cutting
edge with regard to new technologies.VA Linux servers are used for web server clusters as well as for DNS
server clusters.The clusters are
composed of ten servers for each function, ten web servers for that function
and ten for the DNS function.These are
configured in two stacks with different network feeds to each stack.

Lastly, each center has a pair of management servers to
monitor and report status to a central Network Operations Center.There is also serial console management node
which allows routine and emergency management of all servers at the center from
a central office location.

See Exhibit N containing diagrams of dotTV’s current and
proposed data center architecture.

Under its outsourcing arrangement with dotTV, DPC will
utilize dotTV’s current registry-registrar model and protocol as described
below.The .pro registry will operate
under dotTV’s current SRS model.This
protocol has been extended to include significant security enhancements to
prevent domain hijacking and is more capable of handling increased volume than
the current SRS model.

Under its outsourcing
arrangement with dotTV, DPC will utilize dotTV’s current registry database
which is IBM's DB2 Enterprise-Extended Edition.Its characteristics are very favorable for use in a registry
model. It has extensive disaster recovery, fail over and “shared nothing”
operational states.

The web user interface application operates
on top of the database.This
application has been used by dotTV for a number of months providing registry
functions for the .tv ccTLD.It
incorporates requisite adding, deleting, and modification of data routinely as
part of a registry's business.Features
include durations of registrations, reminder of renewals, and financial
reporting.

dotTV’s web and
database interface is state-of-the-art, allowing requests and updates to be
executed in seconds.This allows
numerous updates of the zone file each day meaning that new registrants will be
able to begin using their domain within a few hours of registration.

Under its outsourcing arrangement with dotTV, DPC’s zone
file generation procedures will conform with those currently followed by dotTV
with regard to the .tv ccTLD registry as described below.

dotTV currently updates zone files twice daily and proposes
to increase this to 4 or 6 times a day.Infrastructure is in place which will allow this level of update without
straining the existing infrastructure and not becoming too dependent upon
Internet availability.Updates occur
over an SSH connection with each version of the zone file also stored in a CVS
file store for retrieval and versioning needs, with security and MD5 encryption
to insure accurate and complete transmission of the data.

DNS logging records all activity in the database centers and
DNS zone files on a continuous basis.The zone files are backed up and archived.

Each of dotTV’s two web and database Data Centers have
automated tape back-up to a DLT jukebox, in accordance with best practices for
Data Center back-up (including integrity testing, etc.).In addition, these tapes will be rotated to
an off-site storage facility for long-term, secure storage.

dotTV’s previously described infrastructure is capable of
recording and archiving all transactions, correspondence and communications.

D15.2.5. Zone file
distribution and publication. Locations of nameservers, procedures for and
means of distributing zone files to them.

Under its outsourcing arrangement with dotTV, DPC’s zone
file distribution and publication procedures will conform with those currently
followed by dotTV with regard to the .tv ccTLD registry as described below.

dotTV’s current registry structure includes five
geographically located DNS centers and a connection to UltraDNS.The database is the definitive source of the
DNS information and an extract of the database data is used to automatically
generate the zone files on a 4-6 times a day schedule.

Two vault enclosed data centers for the main web servers and
DNS servers are located in Exodus Communication collocation facilities in Santa
Clara, CA and Sterling, VA.In
addition, there are three other locations for DNS servers, two in Exodus
Communication cage spaces in Tokyo and London, with the third in ISI/USC
collocation space in Los Angeles, CA.dotTV is also using the services of the company, UltraDNS, which has a worldwide
net of 13+ DNS centers and provides a different DNS technology than the
conventional BIND 8.x technology used at all of the other locations.

All of these sites receive updated zone files from the
primary server in the Santa Clara data center.Currently the widely used NOTIFY feature of BIND is being used to update
the files.As the size of the zone file
increases, there is a plan to move from the updates happening on the public
Internet to a leased line model to insure bandwidth availability and additional
security of the transfers.

Billing and collections functions will be modeled on dotTV’s
existing systems and processes as described below.

dotTV’s billing and collection systems is a classical online
e-commerce model utilizing CyberSource transaction services.In each data center, Santa Clara, CA and
Sterling, VA, there is a two machine cluster for single credit card processing
system only connected to the back network with a special connection to the
commodity Internet for transaction purposes.dotTV currently has in place all of the encryption and security
procedures suggested and required by credit card processing facilities.The security on dotTV’s existing credit card
server system is the highest of any system at the data center.

Under its outsourcing arrangement with dotTV, DPC’s data
escrow and backup procedures will conform with those currently followed by
dotTV with regard to the .tv ccTLD registry as described below.

Consistent with dotTV’s current practices, the main web and
DNS centers, which generate the zone files on a scheduled basis, will beroutinely backed up to a DLT jukebox and
these tapes are archived off-site on a weekly basis.The software for making the backups and archive tapes is the
Tivoli Storage Management System offered by IBM.This is an efficient backup system and would allow recovery from
tape in the least amount of time.DotTV
uses the native Tivloi tape format.

In addition to offering offsite backup
storage, Exodus Communications Datavault Service, also offers escrow service
for the registry.The advantage of this
mechanism is that the escrowed files can be refreshed easily and often in
conjunction with the offsite tape transfers.

Under its outsourcing arrangement with dotTV, DPC will
utilize dotTV’s existing Whois service as described below.

dotTV provides Whois query-based database service through
its East and West coast Data Centers.The current .tv registry provides minimal Whois response, with
additional information available when a valid email address is provided,
subject to a limit of 10 look up requests per day.This policy was put into place to attempt to minimize the data
being used for inappropriate purposes.

The data is in a format that would allow it to be used with
the currently available Whois protocol if that functionality becomes a
requirement for lookup or compatibility with other registry or registrar needs.

D15.2.9. System security.
Technical and physical capabilities and procedures to prevent system hacks,
break-ins, data tampering, and other disruptions to operations. Physical
security.

Under its outsourcing arrangement with dotTV, DPC will
utilize dotTV’s existing security systems as described below.

dotTV’s current technical staff has previous experience
securing e-commerce company web sites.This experience and conventional best practices for securing ecommerce
sites is applied to dotTV’s ccTLD data center sites and to each of the remote
DNS centers.

These measures currently include: limited port availability,
SSH (Secure Socket Handler), wherever appropriate, and other data integrity
reviews to ensure adequate security.These policies will continue to evolve as more is learned about best
practices in Internet e-commerce security.

DPC’s peak capacity capabilities will be subject to the
capacity capabilities of dotTV’s existing infrastructure as described below.

dotTV’s registry operation expects to be able to process as
many at 10,000 registrations a day at each of its two data centers.This is based on the cluster of 10 web
servers and adequate credit card processing capacity.Each of the data centers’ clusters can easily be expanded to
handle additional volumes of transactions.To date dotTV has processed a maximum of 2000 registrations a day
and the load on this infrastructure hasn’t been excessive.Thus, the 10,000 registrations per day per
data center may well be a very conservative number.

The vault space currently leased by dotTV would be adequate
to grow the web server cluster to handle well over 2 million registrations per
month.If further growth needs to be
accommodated this could be addressed simply through leasing more collocation
space, thereby allowing for virtually unlimited scalability.

The load and availability of all of the web server systems
is monitored on a 24x7 basis through the Network Operations Center.As the load rises, the NOC staff would alert
the technical on call staff to directly monitor the load very closely.The server system design is such that as the
systems’ load increases, there won’t be a catastrophic failure but rather a
slowing of response which self limits the peak transactions.

D15.2.11. System
reliability. Define, analyze, and quantify quality of service.

DPC’s system reliability will be subject to the capabilities
of dotTV’s existing infrastructure as described below.

All of dotTV’s web and DNS server hardware is Linux based
and is clustered in quantities of a minimum of 10 servers per function.That is, in the Data Center, there are 10
Linux servers for web servers and 10 separate Linux servers for DNS services.

The network hardware is duplicated within each data and DNS
center and we use two manufactures of the hardware to provide even further
reliability.

The database system was chosen because of its long history
of use in high volume transactional situations.Further it is one of the few database systems that can be
configured for near real time updates across a large geographical distance
between the servers.Thus, if a disaster
were to befall one or the other coasts the data center on the opposite coast
should be available to continue operations with minimal or no interruption of
services, DNS responses or data integrity issues.

D15.2.12. System outage
prevention. Procedures for problem detection, redundancy of all systems, back
up power supply, facility security, technical security, availability of back up
software, operating system, and hardware, system monitoring, technical
maintenance staff, server locations.

Under its outsourcing arrangement with dotTV, DPC’s system
outage prevention procedures will conform with those currently followed by
dotTV with regard to the .tv ccTLD registry as described below.

The underlying strategy of the infrastructure design has
been to allow for the inevitable failure of system components but to have
redundancy and backup systems available and online to minimize or eliminate the
likelihood of down time of the systems.In addition, the 24x7 monitoring by the NOC further assures the
confidence in the infrastructure and to notice and react to even slight
indications of potential problems.

The use of commodity
servers and network equipment further assures that growth or catastrophic
replacement of the system can be done quickly.Further, we are not dependent up on a specific single vendor for the server
hardware.Thus a shortage of hardware
from VA Linux would be unfortunate but we could easily slot in servers from
DELL, Compaq or IBM without major change to our infrastructure OS operation.To further assure some safety margin, 10+
servers are available in house as a part of a development cluster which could
be repurposed to the production centers in a timely way.

The operating systems and network operating systems are only
deployed after the manufacture has released them to production.Beta versions of operating systems are never
used in production.

Details on dotTV main collocation vendors response to
disaster and their recovery procedures are well documented.Please see Exhibit P and the following link
for additional information http://www.exodus.net/idcs/idc_diagram.html

D15.2.13. System recovery
procedures. Procedures for restoring the system to operation in the event of a
system outage, both expected and unexpected. Identify redundant/diverse systems
for providing service in the event of an outage and describe the process for
recovery from various types of failures, the training of technical staff who
will perform these tasks, the availability and backup of software and operating
systems needed to restore the system to operation, the availability of the
hardware needed to restore and run the system, backup electrical power systems,
the projected time for restoring the system, the procedures for testing the
process of restoring the system to operation in the event of an outage, the
documentation kept on system outages and on potential system problems that
could result in outages.

Under its outsourcing arrangement with dotTV, DPC’s system
recovery procedures will conform with those currently followed by dotTV with
regard to the .tv ccTLD registry as described below.

As a part of the infrastructure design and the fact that
dotTV’s relies on Linux cluster systems, dotTV has a very tightly defined
recovery plan for disaster recovery.Furthermore, dotTV knows that the system works because this very system
is used to bring each new DNS center online.Essentially, custom developed RPM packages are deployed with dotTV’s
production versions of the OS and any modifications for security or
customizations for features in the DNS or web servers.These are loaded over the commodity
Ethernet, a local notebook computer, or from CD ROM based on the easiest to use
media at the time of the recovery.This
addresses the recovery of the web and DNS servers.Recovery of the IBM S80 database servers is a more significant
problem; however, dotTV maintains four complete servers, operating in parallel
to virtually eliminate the potential need to regenerate the system from
tape.Realistically, these systems can
be brought back from tape backup using the Tivoli Storage Manager recovery
process; however, while this does not pose any technical problems,the very nature of tape regeneration implies
a significant time commitment to rebuilding the system.

D15.2.14. Technical and
other support. Support for registrars and for Internet users and registrants.
Describe technical help systems, personnel accessibility, web-based, telephone
and other support, support services to be offered, time availability of
support, and language-availability of support.

DPC will establish a
technical support system modeled on dotTV’s existing system described
below.It is important to note,
however, that as DPC will conduct business solely through registrars and not
directly with customers, DPC’s support system will be adapted and principally
geared to address questions and problems arising at the registrar level.It is anticipated that customer support for
end consumers will be provided by the registrars.

dotTV’s Customer Care Division supports its customer base
through two operations.First, the
front-end call center is outsourced to PeopleSupport, an international service
provider that provides 24 x 7 inbound support to our international customer
base.Second, an internal dotTV
customer care team is staffed to handle customer escalations and specific
account management services to its strategic partner base.The team based organization is cross trained
to provide redundancy and full coverage to its customers; however, subject
matter experts and specially skilled customer care professionals are on point
to care for specific customer needs (i.e., foreign language customers,
technical assistance – DNS, etc.).The
team is currently staffed to fluently service our international customers in
English, Spanish, and Korean; expanding to Japanese, Traditional Chinese,
Mandarin Chinese, French, and German by October 15, 2000.The dotTV customer support team currently
has 10 employees, growing to 17 by December 2000.

dotTV Customer Care utilizes a proprietary data system to
manage and track its customers’ interactions and provide feedback to internal
clients.Our internal technical team
maintains the data system and ensures routine back up processes. Security measures are deployed to protect
sensitive customer data.dotTV Customer
Care continually measures, monitors and streamlines processes and systems to
effectively care for its customer base.

D15.3 Subcontractors. If
you intend to subcontract any the following:

·all of the registry operation function;

·any portion of the registry function accounting for 10%
or more of overall costs of the registry function; or

·any portion of any of the following parts of the
registry function accounting for 25% or more of overall costs of the part:
database operation, zone file generation, zone file distribution and
publication, billing and collection, data escrow and backup, and Whois service
please

As discussed above, DPC will outsource to dotTV all
technical functions with regard to the .pro registry.The scope of the proposed outsourcing arrangement and the
technical plans and technical, financial, and management capabilities of dotTV
are set out in this proposal.

By signing this Registry Operator's Proposal, the
undersigned certifies (a) that he or she has authority to do so on behalf of
the registry operator and, on his or her own behalf and on behalf of the
registry operator, (b) that all information contained in this proposal, and all
documents attached to this proposal, is true and accurate to the best of
his/her/its knowledge and information. The undersigned and the registry
operator understand that any material misstatement or misrepresentation will
reflect negatively on any application of which this proposal is a part and may
cause cancellation of any delegation of a top-level domain based on such an
application.